Sun Peak Metals signs agreement for Saudi Discovery acquisition

Core Viewpoint - Sun Peak Metals has signed a definitive share exchange agreement to acquire Saudi Discovery Company (SDC), aiming to enhance its portfolio in copper and gold projects [1][2]. Group 1: Transaction Details - Sun Peak Metals will acquire 100% of the issued and outstanding shares of SDC by issuing a total of 58,065,356 common shares to SDC shareholders [1]. - Following the transaction, Sun Peak shareholders will own approximately 60% of the common shares, while former SDC shareholders will hold around 40% [2]. - The transaction is subject to customary closing conditions, including approvals from the TSX Venture Exchange and regulatory and shareholder approvals [2][3]. Group 2: Meeting and Approvals - A shareholder meeting is scheduled for December 1, 2025, in Vancouver, Canada, to vote on the transaction [3]. - The closing of the transaction is expected to occur during the first week of December 2025 [3]. - The transaction is classified as a related party transaction under multilateral instrument 61-101, requiring a simple majority vote from Sun Peak shareholders, excluding certain individuals [3][4]. Group 3: Legal and Strategic Context - Sun Peak is utilizing exemptions from valuation and minority shareholder approval requirements under MI 61-101, as the transaction's fair market value will not exceed 25% of Sun Peak's market capitalization [4]. - DLA Piper (Canada) is serving as legal counsel to Sun Peak, while Cozen O'Connor is acting as legal counsel to Saudi Discovery [5]. - SDC is focused on developing high-potential mineral projects in Saudi Arabia, aligning with the country's Vision 2030 initiative [5].